Last checked at 19 Jul 2010 13:57
19 July 2010 Corero PLC ("Corero" or "the Company") Director Shareholding
In the announcement relating to the proposed disposal of the Financial Markets division of the Company released on 14 July 2010, the Company stated that Mark Robertson, Director of the Financial Markets division, intended to dispose of his entire shareholding in the Company. Accordingly, the Company announces that on 19 July 2010, Mr Robertson sold 153,048 ordinary shares in the capital of the Company ("Ordinary Shares"), equivalent to 10.08 per cent. of the issued voting share capital of the Company to Rivington Street Holdings plc ("RSH"). Following the sale, Mr Robertson no longer holds any Ordinary Shares in the Company.
The consideration for the sale of Ordinary Shares held by Mark Robertson has been satisfied by the issue to Mr Robertson of 291,667 ordinary shares of 1p each in the share capital of RSH and the payment of £12,000 in cash. Based on the closing mid-market price of the RSH ordinary shares on 16 July 2010, being the latest practicable date prior to this announcement, of 29.5p per share, the total consideration for the sale is valued at £98,041.77. The see through value of the sale is, therefore, 64.06p per Ordinary Share.
As set out in the Company's announcement relating to the proposed disposal of the Financial Markets division, Brokerhorse Limited, a wholly-owned subsidiary of RSH, has conditionally agreed to acquire the business and assets of the Financial Markets division. The disposal is conditional upon, amongst other things, Rivington Street Ventures Limited assuming the liability of the Company to £2 million nominal of its £4,000,000 8% (Part Deferred) convertible unsecured redeemable loan stock 2015.
As set out in the Corero circular to shareholders dated 14 July 2010, Mark Robertson will resign from the board of the Company, conditional on completion of the disposal, and will be transferring to Brokerhorse as chief executive officer and will also join the management team of Rivington Street Ventures Limited to continue to manage the Financial Markets division. As a result, Mr Robertson was deemed to have a conflict of interest for the purposes of Rule 25.1 (Note 3) of the City Code on Takeovers and Mergers ("the Code") and therefore took no part in the deliberations of the board of the Company in relation to the disposal. Accordingly, Mr Robertson was excluded from the recommendation of the board and undertook to abstain from voting on the resolutions relating to the approval of the waiver of Rule 9 of the Code, relating to the Disposal and relating to the approval of his consultancy and bonus arrangements which form part of the transaction and which will be put to shareholders at the general meeting of the Company which has been convened to take place on 6 August 2010.
Due to RSH's involvement in the disposal, RSH is similarly deemed to have a conflict of interest. Accordingly, RSH has undertaken to abstain from voting on the resolutions set out above at the general meeting which has been convened to take place at 10.00am on 6 August 2010.
Enquiries:
Corero plc Peter Waller, Executive Chairman Tel: 020 7457 2047 Merchant Securities Limited (Nominated Adviser and Broker) John East / Simon Clements Tel: 020 7628 2200 finnCap Limited (Placing Agent) Sarah Wharry / Henrik Persson Tel: 0207 600 1658 College Hill Matthew Smallwood/Adrian Duffield Tel: 020 7457 2047
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